March 18, 2013
Welcome to TherapyEverywhere.com which is owned by MethodM Ltd. (“MethodM” or “Company”).
TherapyEverywhere facilitates mental health treatment through a scheduling, billing and live video communications solution. By accessing or using the services offered by Company, including this website, you agree to be bound by the provisions of such notices terms, and conditions. We reserve the right to update or change these Terms of Service at any time and for any reason by posting a revised version on this Web site. The specific features and functionality of the Site are to be determined solely by Company and are subject to change or termination without notice. This Agreement sets and contains all of the terms and conditions between you, a client or a Counselor in your field (“Counselor”) and Company.
By registering as a client or as a Counselor and agreeing to the terms and conditions of this Agreement, you also are agreeing to the terms of the Privacy Policy which is incorporated into this Agreement.
Definition of Service: a platform where a Counselor may sell advice or services to interested clients (“Clients”)..
Disclaimer of Warranty and Limitation of Liability
THE COUNSELOR ACKNOWLEDGES AND AGREES THAT THERAPYEVERYWHERE.COM IS BEING PROVIDED FOR USE AS IS, AND THEREFORE COUNSELOR WILL NOT HAVE ANY PLEA, CLAIM OR DEMAND VIS-A-VIS COMPANY IN RESPECT TO THERAPYEVERYWHERE.COM’S PROPERTIES, LIMITATIONS OR COMPATIBILITY WITH THE COUNSELOR’S NEEDS. THE USE OF THERAPYEVERYWHERE.COM IS ACCORDINGLY BEING MADE AT THE COUNSELOR’S SOLE AND ENTIRE RISK, WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES FOR INFORMATION POSTED OR TRANSMITTED BY ITS CLIENTS. IF A COUNSELOR DECIDES TO PROVIDE COUNSELOR’S SERVICES THROUGH THE USE OF THERAPYEVERYWHERE.COM, COUNSELOR MUST EXERCISE A REASONABLE STANDARD OF CARE, AT LEAST THE SAME AS COUNSELOR WOULD IN A SIMILAR TRANSACTION NOT CONDUCTED THROUGH THE INTERNET, OR THE STANDARD OF CARE MANDATED BY HIS OR HER PROFESSION, WHICHEVER IS HIGHER. THE COUNSELOR SHALL NOT HAVE ANY PLEA, CLAIM OR DEMAND AGAINST COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS IN RESPECT OF ANY SERVICES COUNSELOR DECIDES TO PROVIDE IN CONNECTION WITH THE USE OF THERAPYEVERYWHERE.COM. COMPANY WILL NOT BE DEEMED THE PROVIDER OR RECIPIENT OF ANY SERVICES ACQUIRED THROUGH THERAPYEVERYWHERE.COM. THE SALE OR PURCHASE OF SERVICES IS ACCORDINGLY EFFECTED AT THE COUNSELOR’S SOLE AND ENTIRE RISK. UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS BE LIABLE TO ANY COUNSELOR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING FROM THE SERVICES OR ANY PROVISION OF THIS AGREEMENT. COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS’ AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID TO COMPANY BY COUNSELOR THROUGH THERAPYEVERYWHERE.COM IN THE SIX MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. COUNSELOR ACKNOWLEDGES AND AGREES THAT COMPANY DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY A CLIENT IN CONNECTION WITH PROVISION OF ANY SERVICES BY COUNSELOR (INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS BY THE COUNSELOR AS TO COUNSELOR’S QUALIFICATIONS AND ADVICE PROVIDED BY THE COUNSELOR) THROUGH THE COMPANY SERVICE AND COUNSELOR AGREES TO INDEMNIFY AND HOLD COMPANY HARMLESS IN CONNECTION WITH ANY SUCH CLAIM AND ANY DAMAGES OR EXPENSES ARISING THEREFROM. COMPANY WILL NOT BE LIABLE FOR ENFORCING ANY AGREEMENT THAT WAS MADE BETWEEN AN COUNSELOR AND A MEMBER, INCLUDING COUNSELOR FEE AGREEMENT. COUNSELOR WILL BE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE WITH A CLIENT. COUNSELOR FURTHER ACKNOWLEDGES THAT COUNSELOR WILL SOLELY BE RESPONSIBLE AND LIABLE FOR ANY DAMAGES TO ANY CLIENT TO WHOM COUNSELOR PROVIDES SERVICES AND WHERE THAT CLIENT SUFFERS DAMAGES ARISING FROM OR CONNECTED TO SUCH SERVICES. IN THE EVENT OF A DISPUTE REGARDING ANY TRANSACTION CONDUCTED THROUGH THERAPYEVERYWHERE.COM, COUNSELOR HEREBY RELEASES COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS FROM ALL MANNER OF ACTIONS, CLAIMS OR DEMANDS AND FROM ANY AND ALL LOSSES (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), DAMAGES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEY’S FEES, WHICH COUNSELOR MAY HAVE AGAINST ONE OR MORE OF THE ABOVE. IF YOU ARE A PHYSICIAN, MENTAL HEALTH PROFESSIONAL OR OTHER MEDICAL COUNSELOR: THE ADVICE OR INFORMATION YOU PROVIDE TO CLIENTS IS FOR INFORMATIONAL PURPOSES ONLY AND CANNOT BE CONSIDERED A SUBSTITUTE FOR A FACE-TO-FACE PHYSICAL EXAMINATION OF THE CLIENT BY A MEDICAL PROFESSIONAL. YOU WILL PROVIDE INFORMATION AND ADVICE ONLY ABOUT NON-EMERGENCY MATTERS. FOR EMERGENCY MATTERS YOU WILL INSTRUCT THE CLIENT TO IMMEDIATELY CALL 911 OR THEIR LOCAL EMERGENCY ASSISTANCE NUMBER.
Additional Counselor Representations and Warranties By submitting the Counselor registration form, you, the Counselor, represent, warrant and agree to the following:
At all times you, the Counselor, will provide correct and accurate representation of skills, degrees, qualifications, background and other information as prompted by any form in COMPANY, and will maintain and update all such information during the term of this Agreement to keep it true, accurate, current and complete. You will maintain such skills, qualifications and other information, including maintaining your status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction, where you practice your profession. You shall not perform services or offer advice in any jurisdiction where you are not authorized or licensed or in good standing to do so.
You will not provide any legal or medical advice or other advice or information which may only be lawfully rendered or provided by a licensed professional who has established a physician-patient relationship, attorney-client, or other relationship. You will not provide any medical or legal information unless you are a licensed professional in good standing in the relevant field of Counseling and you abide by all relevant laws, rules and regulations, including, without limitation rules of ethics and professional responsibility.
You will not misrepresent yourself or create a misleading name or listing. The aforementioned is an ongoing affirmative obligation for the Counselor to maintain and update on a regular basis.
Counselor’s Conduct:
You, the Counselor, will be solely and fully liable for all conduct, services, advice, postings and transmissions that are made under your user name and password. You represent, warrant and declare that while you are using TherapyEverywhere.Com as and Counselor, you will act according to the following rules:
Counselor will be solely responsible for the services provided to Clients and to the verification of Clients’ identity and other information delivered to you by Clients;
As a platform where Counselor can offer services, COMPANY is not involved in any transactions between Counselor and Clients. COMPANY does not control the accuracy of any postings on the Site or transmissions through it by Clients. In addition, COMPANY cannot and will not make any effort to verify the identity of any of its Clients;
Counselor will not attempt to provide any service that he or she is not qualified to provide, even if requested so by a Client.
Counselor will not mislead Clients to believe that he or she can provide a service which is outside Counselor’s fields of Counselorise;
All interactions between Counselor and Client will be billed through COMPANY regardless if the interaction is online or offline. Counselor agrees to abide by the pricing terms agreed upon with Clients while utilizing TherapyEverywhere.Com;
All contact between Counselors, consumers and any other users who are introduced through the COMPANY platform must be conducted only through the COMPANY platform. Exchange of personal contact information is strictly prohibited. Any exchange of contact information or communication outside of the COMPANY platform, whether via personal email, phone, in person or any other means, is strictly prohibited and is a violation of this Agreement. In the event COMPANY suspects or determines any such unauthorized contact, COMPANY reserves the right to withhold payments, levy fines, and/or suspend or terminate service in its sole and absolute discretion.
Counselor will not interfere with or disrupt the TherapyEverywhere.Com site or servers or networks connected to the Site;
Counselor will not attempt to gain unauthorized access to other computer systems or networks connected to the Site;
Counselor will not disobey or breach this Agreement or any other applicable instructions conveyed by COMPANY or its officers;
Counselor will not violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code;
Counselor will not impersonate any person or entity, or make any false statement regarding Counselor’s employment, agency or affiliation with any person or entity;
Counselor will not stalk, threaten or harass Clients or other Counselors or invade or attempt to invade their privacy;
Counselor will not disclose any information that was provided to Counselor by a Client and will use his or her best efforts to guard Client’s privacy; and
Counselor agrees to comply with all applicable laws regarding use of this Site. Counselor may not use this Site to solicit the performance of any illegal activity or other activity which infringes the rights of COMPANY or others. Counselor agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any other person’s use of the Site. Counselor may not attempt to gain unauthorized access to any portion or feature of the Site by hacking, password “mining” or other illegitimate means;
COMPANY may review the Counselor’s personal profile and amend any typing or spelling errors. COMPANY cannot and will not verify or examine the truthfulness or accuracy of the details in the Counselor’s personal profile, credentials, qualifications, or any of Counselor’s postings or transmissions. However, COMPANY may, in its absolute discretion, remove or refuse to post or transmit any content uploaded by the Counselor. Without derogating from the above, COMPANY may remove any content violating this Agreement. The Counselor will bear all the risks associated with the uploading and transmitting material utilizing TherapyEverywhere.Com, including reliance on its accuracy, reliability or legality. Counselor and COMPANY Fees
COMPANY will use reasonable efforts to process the Client’s credit card for the amount agreed upon between the Company and the Counselor within fifteen (15) calendar days after the last calendar day of each month. If the COMPANY reasonably believes that fraudulent activity may have occurred in connection with payment, payment will be withheld until COMPANY is able to verify that no such activity has occurred. COMPANY’s billing system is not error-free, and COMPANY shall not be liable for any problems, miscalculations or malfunctions in processing Counselor Fees or other payments due to the Counselor. If the Counselor thinks that a mistake has occurred he or she must send his/her complaint to info@TherapyEverywhere.Com within 30 days of discovery of such mistake. If for any reason the Client has not paid the Counselor Fee or has paid but has later charged back such payment, no Counselor Fees will be paid to the Counselor for that transaction and if the money has already been sent to the Counselor, Counselor is required to repay this amount to COMPANY, and COMPANY has the right to deduct this amount from the Counselor’s account or from the following payments to be made from COMPANY to Counselor. For Counselors who simultaneously participate as Clients, COMPANY shall be entitled to transfer or set-off payments from an Counselor’s pending earnings against such Counselor’s outstanding balance as a Client.
USER NAME AND PASSWORD
When you, the Counselor, create and open an account with COMPANY, you will be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and user name and any other security information related to your account. You will be fully responsible for all activities that occur under your account, user name or password. You may not use the account, username or password of someone else at any time. You will immediately notify COMPANY of any unauthorized use of your password, user name, e-mail or any other breach of security. COMPANY encourages Counselors to change their password at least once a month.
COMPANY will not be liable for any loss that you incur as a result of someone else using your account or your password, either with or without your knowledge. You may be held liable for any losses incurred by COMPANY due to someone else’s use of your account or password.
The information furnished by the Counselor during the registration process will be kept in COMPANY’s database. COMPANY will use reasonable means to protect the integrity and safety of the database. However, such means are not fault-proof and COMPANY will therefore not be liable for any direct, indirect, consequential or incidental damage that the Counselor may sustain due to unauthorized intrusion to the database. Counselor consents to COMPANY collecting and processing Counselor’s personal information for normal business use by COMPANY.
Modifications and Termination of TherapyEverywhere.Com COMPANY reserves the right to modify or discontinue, temporarily or permanently, the services in TherapyEverywhere.Com, with or without notice to Counselor. Counselor agrees that COMPANY shall not be liable to Counselor or any third party for any modification or discontinuance to TherapyEverywhere.Com’s services, or for any losses or damages that may result to Counselor or his or her Clients from such discontinuation or interruption of service.
COMPANY’s services depend upon different factors such as: software, hardware and communications networks of COMPANY, its contractors and suppliers. Hence, COMPANY cannot guarantee that TherapyEverywhere.Com will not be interrupted, or that it will be timely, secure or error-free.
COMPANY, in its sole discretion and for any reason, may terminate Counselor’s participation in TherapyEverywhere.Com and refuse any and all current or future use by Counselor of TherapyEverywhere.Com.
Termination of Account by Counselor Counselor may terminate their Agreement with COMPANY at any time. Notwithstanding termination, all obligations of Counselor under this Agreement relating to any activity prior to the termination date shall remain in full force and effect.
Intellectual Property COMPANY is the sole owner of all the intellectual property, and in particular the copyright, trade marks, database and patents, in TherapyEverywhere.Com and in any software, application, graphics, text and other materials used therein, including the organization of the materials contained therein.
TherapyEverywhere.Com contains copyrighted material, trade secrets and proprietary information owned by COMPANY. This Agreement does not grant the Counselor any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of TherapyEverywhere.Com. The Counselor may not create derivative software based upon any trade secret, intellectual property or proprietary information of COMPANY. Furthermore, the Counselor may not sub-license, assign or transfer, sell or make any other commercial use of his or her CLIENTS in TherapyEverywhere.Com.
The Counselor may not adapt or use any trademark or trade name, domain name similar to or likely to be confused with that of COMPANY’s and TherapyEverywhere.Com, or take any other action which infringes or impairs COMPANY’s trademark rights.
Limited License
COMPANY grants Counselor a nonexclusive, revocable right to use the Site provided that Counselor does not copy, modify, create a derivative work of, reverse engineer, disassemble or otherwise attempt to discover any source code, or breach this Agreement.
Indemnification
Counselor will indemnify, defend and hold harmless COMPANY, and its employees, representatives, agents and Affiliates against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys’ fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against COMPANY or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by Counselor according to this Agreement; (b) Counselor’s provision of services to any third party, regardless of whether or not they are Clients of the COMPANY service; or (c) any materials that Counselor has posted to TherapyEverywhere.Com and/or any content on Counselor’s Web site or otherwise provided to Clients. Counselor represents and warrants that it maintains and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations which apply to the provision of services by Counselor, including, without limitation, professional liability insurance applicable to the legal and medical professions.
Notice
Any notice or other communication to be given hereunder will be in writing and, unless otherwise provided, given by facsimile, postpaid registered or certified mail/return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given.
No Assignment
Counselor shall not assign this Agreement or assign, pledge or mortgage any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior, written consent of COMPANY. Any purported transfer, assignment or delegation by Counselor without the appropriate prior written approval will be null and void and of no force or effect.
Modifications to this Agreement
COMPANY may change this Agreement by posting modifications on the Site. Unless otherwise specified by COMPANY, all modifications shall be effective upon posting. Therefore, Counselor is encouraged to check the terms of this Agreement frequently. By using the service or Site after the changes become effective, Counselor agrees to be bound by such changes to the Agreement. If Counselor does not agree to the changes, Counselor may terminate access to the Site and participation in COMPANY’s services.
Miscellaneous
Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted only in accordance with the laws of the State where MethodM Ltd. is registered (excluding any rules governing choice of laws) and any legal proceeding arising out this Counselor agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the Site must be filed within one (1) year after such claim or cause of action arose or be forever barred. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between COMPANY and Counselor with respect to the subject matter hereof, and Counselor has not relied upon any promises or representations by COMPANY with respect to the subject matter except as set forth herein
No waiver, concession, extension, representation or any alteration or addition to these Agreement or pursuant hereto will be effective unless made expressly and in writing. The paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.